AMM Protocols
AUTOMATED MARKET MAKER TERMS ANNEXURE
1. Introduction
1.1 This Annexure (the “AMM Terms”) incorporates by reference and supplements the Platform Terms (excluding all Annexes thereto, the “Terms”) as if the entirety of the Terms were set forth in this AMM Terms.
1.2 Capitalized terms used but not defined in this AMM Terms have the meanings given to them elsewhere in the Terms. In the event of a conflict between the Terms and this AMM Terms, the terms of this AMM Terms will control solely to the extent of the conflict and solely with respect to the subject matter of this AMM Terms.
1.3 The Platform provides a web or mobile-based interface to interact with swap, aggregating, routing and/or cross-chain liquidity protocols, related pools and smart contracts (each a “Protocol”, together the “Protocols”), and also with functionality of accessing various information related to crypto assets and related markets.
1.4 The Platform is distinct from the Protocols. The Protocols comprise open-source or source-available self-executing smart contracts. By using the Platform, you understand that you are not buying or selling digital assets from us. When traders pay fees for trades, those fees accrue to liquidity providers for the Protocols, issuers of the assets on the Protocols, and Chintai Nexus. As a general matter, Chintai Nexus is not a liquidity provider into Protocol liquidity pools and liquidity providers are independent third parties.
1.5 Deployments on other networks typically make use of cross-chain bridges, which allow assets native to one blockchain to be transferred to another blockchain. Please note that digital assets that have been "bridged" or "wrapped" to operate on other blockchain networks.
2. Interaction with AMM Protocol
2.1 When we provide you with the functionality of interaction with Protocols, related pools and smart contracts all actual execution of swap instructions and transactions, any clearing, settlement and filing happen in a complete decentralised fashion by a Protocol operated at the peer-to-protocol model.
2.2 You hereby acknowledge and agree that we do not execute transactions on the Protocols.
2.3 You do not interact with us when you perform swaps, interact with liquidity pools, provide instructions to a Protocol, rather you interact with a Protocol that matches your instruction or request with the corresponding liquidity pool.
2.4 All interaction you make with Protocols via the Platform will be strictly between you and these Protocols, we shall not and will not be a party of these actions and will be deemed only as the provider of a user interface.
2.5 While we have developed and technically supported the Protocol named Chintai AMM and related smart contracts, both Protocol and smart contracts run in a fully autonomous manner at blockchain networks within the Platform’s ecosystem. We are neither involved nor in any way responsible for the operation, running or functioning of such Protocol and related smart contracts and/or any of your interactions or factual relationships with such smart contracts. We have neither access to nor any other possibility to control and/or influence your instructions, transactions between you and involved smart contracts or pools.
2.6 You hereby acknowledge and agree that we have no liability to you for any claims or damages that may arise as a result of any actions or transactions that you engage in while interacting with Protocols through the Platform.
2.7 You hereby acknowledge and agree that any third person is able to create any liquidity pool through any technically supported Protocol and add technical settings to such pool that can be of the fraudulent or misrepresentation nature, introduce broken logic or program such pool to non-performing its announced functions. You shall all the time verify and check any liquidity pool you intend to instruct or transact with.
2.8 You acknowledge that the functionality of Protocols, liquidity pools, smart contracts, blockchain networks, layer-2 networks, crypto assets, tokens are experimental in nature. We make no representations or warranties of any kind regarding the Protocols, including but not limited to representations and warranties of compliance, availability, or security. We make no representations or warranties that Protocols, liquidity pools and/or smart contracts are compliant with laws of any jurisdiction, and you are solely responsible for making any such determination with respect to your interaction with such Protocols, liquidity pools and smart contracts.
3. Our Rights
3.1 We expressly reserve the right to and at any time, without liability to you to:
3.1.1 Refuse your request to interact with the Protocols;
3.1.2 Change the eligibility criteria for registration or use of the Protocols;
3.1.3 Close, suspend, limit, restrict or terminate your access to the Protocols.
4. Fees and Taxes
4.1 In consideration for access to the Platform and/or using its functionality, interacting with the Protocols, we, the Protocols and/or liquidity pools may take fees that are based on your interaction with the Platform and/or such Protocols, and/or usage of any other related services. Also, liquidity pools or Protocols may apply interest rates on transactions you make with them.
4.2 We will inform you of fees amounts and their description via the Platform. Fees are subject to revision by us, Protocols and/or liquidity pools with or without prior notification.
4.3 You hereby agree to pay all the applicable fees and any other amounts incurred by you or on your behalf through the Platform, in the amounts that are in effect when such fees are incurred. You are responsible for checking fees regularly and in each instance before interacting with the Platform and/or Protocols, making swap transactions, sending instructions to Protocols or pools and using any other related services that may incur a fee.
4.4 Please be aware that blockchain networks, distributed ledgers or any decentralised networks and/or their designated third-party suppliers may take fees or commissions incurred by your activities within these blockchain networks, ledgers or networks, including but not limited to, transactions fees. For example, Ethereum blockchain network or Binance Smart Chain blockchain network may require you to pay a fee, commonly known as the gas fee, for the computational resources required to perform a transaction on the corresponding blockchain network. We are not and will never be responsible for commissions of any blockchain networks, ledgers or decentralised networks or any third parties even accessed the Platform.
4.5 It is your responsibility to determine whether, and to what extent, any taxes apply to activities you perform through the Platform, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. We do not undertake any responsibility to store or archive any transaction information, nor does the Platform have any such storage or archival capability. Our fees do not include any present or future sales, use, value added, excise, withholding or similar taxes applicable to our services or associated expenses. We will include any applicable taxes to amounts billed to you.
5. No fiduciary duty
5.1 You agree and understand that all interactions with the Protocols are considered unsolicited, which means that they are solely initiated by you; (b) you have not received any solicitation, recommendation or advice from us in connection with your interaction with the Protocols and we do not conduct a suitability review of any interactions you submit.
5.2 These Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated.
6. Prohibited Activity
6.1 You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Protocols:
6.1.1 Intellectual Property Infringement. Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.
6.1.2 Cyberattack. Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including, but not limited to, the deployment of viruses and denial of service attacks.
6.1.3 Fraud and Misrepresentation. Activity that seeks to defraud us or any other person or entity, including, but not limited to, providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.
6.1.4 Market Manipulation. Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including, but not limited to, the manipulative tactics commonly known as "rug pulls", pumping and dumping, and wash trading.
6.1.5 Securities and Derivatives Violations. Activity that violates any applicable law, rule, or regulation concerning the trading of securities or derivatives, including, but not limited to, the unregistered offering of securities and the offering of leveraged and margined commodity products to retail customers in the United States.
6.1.6 Sale of Stolen Property. Buying, selling, or transferring of stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items.
6.1.7 Data Mining or Scraping. Activity that involves data mining, robots, scraping, or similar data gathering or extraction methods of content or information from any of the Protocols.
6.1.8 Objectionable Content. Activity that involves soliciting information from anyone under the age of 18 or that is otherwise harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libellous, invasive of another's privacy, hateful, discriminatory, or otherwise objectionable.
6.1.9 Any Other Unlawful Conduct. Activity that violates any applicable law, rule, or regulation of any relevant jurisdiction.
7. Compliance and Tax Obligations
7.1 The Protocols may not be available or appropriate for use in your jurisdiction. By accessing or using any of the Protocols, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you.
7.2 Specifically, your use of the Protocols may result in various tax consequences, such as income or capital gains tax, value-added tax, goods and services tax, or sales tax in certain jurisdictions.
7.3 It is your responsibility to determine whether taxes apply to any transactions you initiate or receive and, if so, to report and/or remit the correct tax to the appropriate tax authority.
8. Risks Disclosure. Assumptions of Risks.
THIS SECTION CONTAINS INFORMATION REGARDING SIGNIFICANT RISKS OF HOLDING AND PURCHASING CRYPTOCURRENCIES, TOKENS OR ANY CRYPTO ASSETS. PLEASE READ THIS SECTION CAREFULLY.
8.1 Holding and purchasing crypto assets, including tokens, cryptocurrencies, interacting with Protocols, smart contracts and pools involve significant risks and potential for financial losses, including, without limitation, the following:
8.1.1 The features, functions, characteristics, operation, use and other properties of any crypto assets (“Asset Properties”) and the software, networks, blockchain networks, ledgers, decentralised protocols, pools, smart contracts, systems, and other technology (collectively, the “Underlying Technology”) used to administer, create, issue, transfer, use or transact in crypto assets may be complex, technical or difficult to understand or evaluate;
8.1.2 Any crypto asset and its Underlying Technology may be vulnerable to attacks on the security, integrity or operation of the crypto asset or its Underlying Technology (“Attacks”), including Attacks using computing power sufficient to overwhelm the normal operation of a blockchain network or other Underlying Technology;
8.1.3 Any decentralized protocol, liquidity pool or smart contract may be vulnerable to Attacks, including phishing attacks. Any decentralized protocol, liquidity pool or smart contract may cease to operate as expected due to various reasons, including Attacks, enforcement and regulatory activities, scamming activities, technical and communication issues. We do not monitor any decentralised protocols, smart contracts or liquidity pools. We do not make any representation and warranty that these decentralized protocols, liquidity pools and smart contracts are safe, secure, verified or verifiable, or of any value or quality or legality;
8.1.4 Any liquidity pool or smart contract can be created by any party and this person may add any technical setting to a created pool or smart contract that can be of a fraudulent or misrepresentation nature, introduce a broken logic or program it for non-performing of its functions. We do not make any representation and warranty that liquidity pools and smart contracts are safe, secure, verified or verifiable, or of any value or quality or legality, even if technically supported by us;
8.1.5 Any crypto asset, Asset Properties or Underlying Technology may change or otherwise cease to operate as expected due to a change made to the Underlying Technology, a change made using features or functions built into the Underlying Technology or a change resulting from an Attack. These changes may include, without limitation, a “fork” or “rollback” of the crypto asset or blockchain network;
8.1.6 Any crypto asset may decrease in value or lose all of its value due to various factors including the discovery of wrongful conduct, market manipulation, changes to Asset Properties or perceived value of Asset Properties, Attacks, suspension or cessation of support for a crypto asset by decentralized protocols, trading platforms, marketplace platforms or service providers, and other factors outside our control;
8.1.7 Any crypto asset may be lost if sent to the wrong address (for example, but without limitation, if the address is improperly formatted, contains errors, or is intended to be used for a different type or a standard of crypto assets);
8.1.8 We make no representation whatsoever that any of the crypto assets that are technically supported or may be found or are accessible through the Platform are safe, suitable, true to any representations made by the crypto asset sponsor, verified or verifiable, or of any value or quality or legality;
8.1.9 We undertake no responsibility for conducting any due diligence or screening process with regard to any decentralized protocol, liquidity pool or any crypto asset that is technically supported, accessible or discoverable through the Platform;
8.1.10 We may at any time be required by governmental authorities to freeze access or provide information about users if we have such;
8.1.11 We may at any time, with or without prior notice to users, cease technical support of any decentralized protocol, liquidity pool or any crypto asset or remove any of them from display or accessibility through the Platform for any business or regulatory reason that we may deem appropriate.
8.2 The risks described in this section may result in loss of crypto assets, decrease in or loss of all value or exchangeability of crypto assets, inability to access or transfer crypto assets, inability to exchange crypto assets, inability to receive financial benefits available to other crypto assets holders, and other financial losses to you. You hereby assume and agree that we will have no responsibility or liability for, such risks. You hereby irrevocably waive, release and discharge any and all claims, whether known or unknown to you, against Chintai Nexus, its affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives (“Representatives”) related to any of the risks set forth herein.
8.3 You acknowledge that in interacting with and/or instructing Protocols, pools, initiating swap transactions, you are not relying in any manner on us or our affiliates, and the fact that any Protocol, pool or smart contract is technically supported, accessible or discoverable through the Platform in no way constitutes any endorsement or indication that such Protocol, pool or smart contract has undergone any form of due diligence review or qualification, and in no way indicates any party’s opinion that such Protocols, pools and smart contracts are safe, suitable, true to any third party representations made, verified or verifiable, or of any value or quality or legality.
8.4 We do not provide any advice, does not have any fiduciary duty to you or any other user and does not make any warranty about the suitability of any transactions with any crypto assets for you.
8.5 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THESE TERMS, WE HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE PLATFORM AND ITS FUNCTIONALITY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND QUALITY. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY OR COMPLETENESS OF THE PLATFORM AND ITS FUNCTIONALITY OR THE RESULTS YOU MAY OBTAIN BY USING THE PLATFORM. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT:
(I) THE OPERATION OR USE OF THE PLATFORM WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE; OR
(II) THE QUALITY OF THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.
8.6 YOU ACKNOWLEDGE AND AGREE THAT WE DO NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET AND BLOCKCHAIN NETWORKS, AND THAT THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. WE ARE NOT AND SHALL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT OR GUARANTEE THAT ANY OR ALL SECURITY ATTACKS WILL BE DISCOVERED, REPORTED OR REMEDIED, OR THAT THERE WILL NOT BE ANY SECURITY BREACHES BY THIRD PARTIES. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY US, THE PLATFORM IS PROVIDED TO YOU ON AN “AS IS”, “AS DEVELOPED” AND “AS AVAILABLE” BASIS.
8.7 YOU ACCEPT RESPONSIBILITY OF ALL ACTIVITIES AND CONTENTS GENERATED BY YOU THROUGH THE PLATFORM.
8.8 YOU FURTHER ACKNOWLEDGE THAT WE DO NOT ACT AS YOUR BROKER-DEALER, INTERMEDIARY, AGENT OR ADVISOR WITH RESPECT TO ANY REQUEST YOU MAKE OR INSTRUCT US TO MAKE VIA THE PLATFORM AND OWE YOU NO FIDUCIARY DUTY. ANY COMMUNICATION BY US TO YOU SHALL NOT BE CONSTRUED UNDER ANY CIRCUMSTANCES AS LEGAL, TAX, ACCOUNTING OR FINANCIAL ADVICE. ANY USE OR ACCESS TO THE PLATFORM SHALL NOT BE CONSTRUED AS THE FACILITATION OF OR EXCHANGE OF SECURITIES OR COMMODITIES AS AN EXCHANGE.
8.9 IN NO EVENT WE WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, OR DATA), EVEN IF WE HAVE BEEN ON NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, WE WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION OR DAMAGES ARISING IN CONNECTION WITH:
(A) YOUR INABILITY TO USE THE PLATFORM, INCLUDING AS A RESULT OF ANY
(I) DENIAL OF ACCESS TO ANY CONNECTED WALLET, PURSUANT TO THESE TERMS,
(II) OUR DISCONTINUATION OF ANY OR ALL PARTS OF THE PLATFORM OR ANY ITS FUNCTIONALITY, OR,
(III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE PLATFORM FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS;
(B) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS MADE BY YOU OR YOUR USE OF OR ACCESS TO THE PLATFORM; OR
(C) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY DATA.
8.10 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND RULES, OUR AGGREGATE LIABILITY FOR ALL CLAIMS UNDER THESE TERMS SHALL BE LIMITED TO THE TOTAL FEES ACTUALLY PAID BY YOU TO US IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE APPLICABLE CLAIM.